> ## Documentation Index
> Fetch the complete documentation index at: https://dso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Close and transition

> Bluebird closes on Dr. Ellis's practice: written payer authority on close day, accurate billing identity, records custody, the AR tail, and day-one banking.

Closing transfers the practice, but the transition determines whether patients, staff, and revenue stay with it. This page covers closing-day operations, including which TIN belongs on claims after the transaction.

## The credentialing clock, 100 days in

Bluebird signed the LOI on day 0 and closes on day 102. Because payer work began at LOI wherever the payer permitted it, several applications are already underway by closing:

| Payer                                                   | What was filed at LOI                                                                   | Status at close                                                                                |
| ------------------------------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- |
| Delta Dental                                            | Add new location to the PC's existing contract; credential Dr. Ellis under the PC's TIN | **Effective**; location added, Dr. Ellis linked                                                |
| Two national PPOs (existing Bluebird contracts)         | Location add + provider link                                                            | One effective, one pending                                                                     |
| Three PPOs new to Bluebird                              | Full contracting + credentialing                                                        | **Pending**; Bluebird used 90–180 days as a planning range, not a payer commitment<sup>1</sup> |
| Three leased participations                             | Direct contracting pursued instead                                                      | Pending                                                                                        |
| Medicaid (via the state's dental benefit administrator) | Change-of-ownership enrollment + DBA credentialing                                      | Pending. See below                                                                             |

Bluebird's PC already held contracts for its first location. Some payers confirmed in writing that it only needed to add the new location and link the provider. Others required a new application. See [Enroll with dental payers](/guides/enrollment/enroll-with-dental-payers) and [Credential new dentists](/guides/enrollment/credential-new-dentists) for the payer-specific workflow.

## Match each claim to written payer authority

For each date of service, the claim must accurately identify the authorized billing entity, rendering provider, location, and participation status. A purchase agreement cannot bind a payer or create billing authority. There is no universal post-closing “grace period,” but an equity deal may retain the same entity and TIN, and a payer-approved assignment, change-of-ownership, or transition process may authorize a different result. Bluebird records each payer's written answer in the closing matrix.<sup>2</sup>

Pending rows do not have one default answer. Before Bluebird bills out of network, holds a claim, schedules the patient, or changes cost sharing, it confirms the group contract, plan rules, state law, any federal-program requirements, the expected effective date, patient disclosures, and timely-filing deadline. Routine cost-sharing waivers can create separate federal-program risk. The options and their limits are covered in [Handle credentialing delays](/guides/enrollment/handle-credentialing-delays).

Do not treat locum tenens status as transaction authority. The 2024 ADA claim form added fields to *report* a temporary substitute dentist, and each payer decides whether it recognizes substitute-dentist billing. Those fields do not authorize a new owner to bill as the seller.<sup>3</sup>

## Medicaid: the second queue

About 8% of the practice's collections are Medicaid, administered through the state's dental benefit administrator (DBA). Medicaid dental enrollment is state- and delivery-model-specific. Bluebird confirms the state's change-of-ownership, screening, disclosure, identifier, and effective-date requirements and separately confirms any managed-care or DBA contracting steps.<sup>4</sup> It does not submit a Medicaid claim until the applicable program and plan requirements authorize that billing entity, provider, location, and date of service. See [Enroll in Medicaid](/guides/enrollment/enroll-in-medicaid).

## Records custody

The agreement allocates lawful custody and access to existing records under the governing state's ownership, retention, transfer, practice-closure, and patient-notice rules and HIPAA. Bluebird does not treat records as ordinary sale assets or assume title automatically follows the DSO-PC split. The transition plan specifies who answers patient requests, who retains access for pre-closing claims and liabilities, the export format, and the applicable retention period.<sup>5</sup>

## The AR tail: map authority and responsibility

Date of service is a key allocation field, but payer and program rules determine the authorized biller and payee. The purchase agreement then allocates servicing, proceeds, refunds, appeals, recoupments, and cooperation without attempting to bind the payer:

* **Pre-close dates of service:** identify the authorized billing entity and payer contract, then allocate tail servicing, records access, receipts, refunds, and recoupments.
* **Post-close dates of service:** use only the entity, provider, location, identifiers, and participation status authorized for that date.

Under a written transition-services and collection arrangement and any required business associate agreement, Bluebird's billing team acts only as the seller's authorized agent for pre-close claims for 120 days. Payer instructions, identifiers, remittance routing, record access, proceeds, refunds, and recoupments remain mapped to the authorized seller arrangement, with proceeds remitted to Dr. Ellis weekly. The agreement expressly allocates the tail and the related refund and recoupment liabilities. The \$\$18,400 in pre-close credit balances found in diligence stays allocated to Dr. Ellis under the purchase agreement, subject to applicable patient, payer, and unclaimed-property duties.

## Day-one banking

Money has to land correctly from the first patient:

* The new location's payer and patient receipts flow to the account authorized for the enrolled billing provider and permitted under state law, payer terms, merchant agreements, and any approved transition mechanics.
* **EFT and ERA enrollments** for the PC's TIN were filed as each payer contract became effective, so remittances arrive electronically rather than as paper checks to a dead lockbox. See [Set up EDI, ERA, and EFT](/guides/enrollment/set-up-edi-era-eft).
* The card terminal at the front desk is re-pointed on day one to the merchant-settlement account authorized for the care provider.
* Dr. Ellis's old accounts stay open only as long as the written AR-tail and payer arrangements require, with receipts reconciled to the correct date of service and liability allocation.

[Structure accounts across entities](/guides/banking/structure-accounts-across-entities) covers the full account architecture, asset ownership, and management-fee flow.

## Close-week checklist

* [ ] Purchase agreement signed; funds flowed; asset allocation documented
* [ ] Payer status table current; every pending row has a written interim-billing and effective-date answer
* [ ] First week of claims audited against the authorized entity, provider, location, identifiers, and status for each date of service
* [ ] Medicaid and managed-care change, enrollment, disclosure, and credentialing steps tracked to written authorization
* [ ] Records custodianship documented; patient notification per state rule
* [ ] AR tail process running; credit-balance allocation confirmed
* [ ] Banking, EFT/ERA, and card settlement re-pointed to each authorized receiving account

## Next

<Card title="Step 4: Integrate the practice" icon="arrow-right" href="/start/first-acquisition/integrate-the-practice">
  The first 90 days: PMS conversion, team retention, patient communication, and hygiene recall.
</Card>

## Sources

1. PPO Advisors, [navigating insurance credentialing during a practice transition](https://ppoadvisors.com/navigating-insurance-credentialing-during-practice-transition/); ADS Transitions, [insurance credentialing](https://www.adstransitions.com/resources/articles/insurance-credentialing/).
2. Aetna, [provider education: demographic and TIN changes (PDF)](https://www.aetna.com/document-library/health-care-professionals/Q4-provider-education-week-remediated.pdf); Delta Dental, [dentist FAQs](https://www.deltadental.com/dentist/dentist-faq/); CMS, [NPI FAQs](https://www.cms.gov/priorities/key-initiatives/burden-reduction/administrative-simplification/unique-identifiers/faqs); HHS OIG, [Fraud & Abuse Laws](https://oig.hhs.gov/compliance/physician-education/fraud-abuse-laws/) (routine cost-sharing-waiver risk in federal programs).
3. ADA, [2024 claim form completion instructions (PDF)](https://www.ada.org/-/media/project/ada-organization/ada/ada-org/files/publications/cdt/2024_completioninstructions_adaclaimform_2024.pdf) (locum tenens reporting fields).
4. NCTracks, [change of ownership FAQs](https://www.nctracks.nc.gov/content/public/providers/faq-main-page/Change-of-Ownership--CHOW--FAQs.html); TMHP, [PEMS CHOW process](https://www.tmhp.com/news/2025-11-03-clarification-pems-chow-process).
5. ADA, [what to do with patient records when selling a practice](https://www.ada.org/resources/practice/practice-management/patient-records-when-selling-a-practice); Michigan Dental Association, [record retention after an acquisition](https://www.michigandental.org/legal-article/record-retention-issues-following-the-acquisition-of-a-practice/).